|Amarchand Mangaldas and Suresh A Shroff & Co have advised Indian Petrochemicals Corporation Limited (IPCL) on a merger with Reliance Industries Limited (RIL). RIL is India’s largest private sector company and has a leadership position in the petrochemicals industry, while IPCL is India’s second largest company in the sector. Post the amalgamation, IPCL and RIL would have together created one of the world’s largest petrochemical companies.
Colin Ng & Partners has acted for China Farm Equipment Limited in their listing on the main board of the Singapore Stock Exchange. The invitation consisted of 62 million new ordinary shares at the offer price of S$0.345 of which 3 million were by way of public offer and 59 million by placement. The gross proceeds raised from the invitation amounted to approximately S$21.4 million. Incorporated in Singapore, China Farm Equipment Limited is a company principally engaged in design, development and production of farm equipment and diesel engines. It has one wholly owned subsidiary, Hunan Zhongtian Dragon Boat Farm Equipment Co Ltd in the People’s Republic of China.
Freshfields Bruckhaus Deringer has advised on the IPO and Hong Kong Stock Exchange listing by China Agri-Industries Holdings Limited (China Agri-Industries), the leading producer and supplier of processed agricultural products in China. The retail portion of the global offering was more than 606 times over-subscribed. Due to the oversubscription, a clawback mechanism has been applied and the total number of shares offered to retail investors has now been increased to 50 percent of the total number of shares offered. In total, approximately 861 million shares or 24.67 percent of China Agri-Industries’ share capital were sold. Total gross proceeds from the IPO were US$333 million (HK$2.6 billion) and will exceed US$380 million (HK$2.96 billion) once the 15 percent over-allotment option is exercised in full. Freshfields acted as Hong Kong and US counsel to the underwriters. Goldman Sachs is the sole global coordinator and sole sponsor. Goldman Sachs and BOCI Asia are the joint bookrunners of the IPO. China Agri-Industries is the spin off subsidiary of COFCO International, a company listed on the Hong Kong Stock Exchange. Its main businesses are bioful and biochemical, oilseed processing, rice trading and processing, brewing materials and wheat processing. Parent company COFCO Group is headquartered in Beijing and is a leading cereals, oils and foodstuffs producer and trader in China, focusing on agricultural products trading, bio-energy developing, foodstuff processing and real estate as well as finance services.
Herbert Smith has also advised China Agri-Industries Holdings Limited (China Agri-Industries) on its initial public offering including a Rule 144A /Regulation S offering which raised approximately US$333 million (HK$2.6 billion). China Agri-Industries was spun-off from its Hong Kong-listed parent, COFCO International, following a reorganisation of the business of COFCO International which led to the separation of consumer products business under COFCO International and processed agricultural products under China Agri-Industries. The funds being raised under the IPO will be used to invest in greenfield projects and acquisitions of biofuel, ethanol and biochemical projects, and to expand China Agri-Industries’s business in oilseed processing, rice trading and processing, and brewing materials. After listing on the Hong Kong Stock Exchange, China Agri-Industries and COFCO International Co Ltd will be sister companies in the COFCO group.
Khaitan & Co has advised Azorim Investment Development & Construction Company Limited, a leading construction and real estate development company from Israel, in relation to a joint venture with Fluorescence Properties Private Limited – Subsidiary of Omaxe Limited, New Delhi, a leading real estate company of North India, for development of a premium residential apartment project comprising of saleable area equivalent to approximately 1.36 million square feet on 20.58 acres of land in Village Sarai Khawaja, Sector 41 & 43, Faridabad, Haryana. The total transaction value was US$275 million. This is the first of its kind Israeli investment in real estate sector in India
Khaitan & Co has acted as the domestic legal counsel to the bookrunning lead managers and senior co-book running lead managers in relation to the IDEA Cellular Initial Public Offer. The book running lead managers being JP Morgan Stanley Private Limited and DSP Merrill Lynch Limited and senior co-book running lead managers being Citigroup Global Markets India Private Limited & UBS Securities India Private Limited. Idea Cellular Limited made a Public Issue of 283,333,333 Equity Shares for cash at a price of Rs. 75 aggregating Rs. 21,250 million along with a green shoe option for allocating up to 42,500,000 Equity Shares of Rs. 10 each not exceeding Rs. 3,187.50. The Issue with the green shoe option aggregates to Rs. 24,437.50 million. This is the largest IPO in telecom sector in India. The IPO generated an unprecedented demand and was oversubscribed 55 times the issue size (including the green shoe) and also accounted for the largest institutional demand in the Indian IPO market till date.
Khaitan & Co has advised Mahindra & Mahindra (M&M) in relation to the acquisition of stake in Punjab Tractors Limited (PTL). M&M is an Indian automobile and tractor conglomerate and largest manufacturer of tractors in India and market leaders for the past 10 years. PTL is one of the leading tractor manufacturers in India with a strong brand presence in North and Central India with a 10 percent market share. M&M acquired the equity interest of two of the major investors of PTL – namely – Actis Group (29 percent) and Burman Group (14.5 percent) aggregating around 43.5 percent. Completion of the deal will occur with the open offer to be made to the other shareholders of PTL – Swaraj Engines & Swaraj Automotives.
Latham & Watkins has represented Tongjitang Chinese Medicines Company in connection with its initial public offering of 9,865,000 American Depositary Shares, representing 39,460,000 Ordinary Shares on the NYSE. The offering raised approximately US$100 million. Merrill Lynch & Co and UBS Investment Bank acted as the joint global bookrunners for the offering. Tongjitang Chinese Medicines Company is a leading Chinese pharmaceutical company focusing on the development, manufacturing, marketing and selling of modernised traditional Chinese medicines.
Latham & Watkins has advised Ballarpur Industries Ltd, India’s leading paper manufacturer, and JP Morgan Securities (Asia Pacific) Limited, in connection with their acquisition of a 97.78 percent stake in Sabah Forest Industries Sdn Bhd, Malaysia’s largest integrated pulp and paper mill, from the Malaysian-based Lion Group. The value of the acquisition is approximately US$261 million.
Paul, Hastings, Janofsky & Walker (Paul Hastings) has advised investors including, Indopark Holdings (a Merrill Lynch-managed real estate fund) and the Merrill Lynch Principal Credit Group, Lehman Brothers Commercial Corporation Asia, DKR Soundshore Oasis Holding Fund Ltd and PMA Investment Advisers Ltd in a US$200 million structured convertible bond issue for Skyfame Realty, a Hong Kong-listed company. The proceeds of issuance deal will be used to acquire and develop interests in four major projects in prime locations in Guangzhou including a five-star hotel to be operated by the Westin Hotel chain.
Slaughter and May has advised Morgan Stanley & Co International Limited, the placing agent, in relation to the placing of 300 million existing shares in Century Sunshine Ecological Technology Holdings Limited?(Century) held by Alpha Sino International Limited and the subsequent partial top-up subscription of 250 million new shares in Century. The net proceeds of the partial top-up placing were approximately US$71 million. Century is a biotechnology company based in the PRC and is listed on the Growth Enterprise Market of the Hong Kong Stock Exchange.
UAE Ministry of Finance issues guidance on Economic Substance Regulations
Thirteen topics covered in the guidance that may be of interest to businesses affected by the regulations.
David Miles remembered
We mourn the passing of a remarkable lawyer and dear friend.